Acquisition

Sopheon PLC
26 June 2001


FOR IMMEDIATE RELEASE                                              26 June 2001


                                 SOPHEON PLC



  ACQUISITION OF THE TECHNOLOGY AND INFORMATION SERVICES DIVISION OF AVENTIS
                           RESEARCH & TECHNOLOGIES



Sopheon plc ('Sopheon') announced today that due diligence has been
successfully completed and it has signed definitive agreements to acquire the
Technology and Information Services division ('AIT') of Aventis Research &
Technologies, Frankfurt, Germany. Completion of the transaction is scheduled
for Friday 29 June 2001, following which AIT will trade as Sopheon GmbH.



Originally formed as the Scientific Information Department of Hoechst A.G. -
Central Research,  AIT was converted to profit-centre status in 1998 when it
extended its service reach to include a growing number of customers outside
the former Hoechst group. Its capabilities and activities are highly
complementary to Sopheon.  With over 50 employees, the acquisition will
immediately give Sopheon a substantial presence and customer base in Germany
and in the life sciences market, including a relationship with one of the
world's leading pharmaceutical companies.  The AIT business will provide
Sopheon with a platform for accelerated development of additional products and
services and stronger bottom-line performance.  Like Sopheon, AIT is focused
on delivering technology-based solutions that integrate software applications,
expert services and specialized content to improve knowledge-intensive
business processes.  It offers expert research, content delivery, portal and
applications development and a range of integration support, including hosting
services.



The new Sopheon GmbH's customer base will be underpinned by deep and strong
relationships. This position will be further strengthened by the appointment
of Dr Wolfgang Schueller, President of Aventis Research & Technologies, as a
member of the Sopheon GmbH Advisory Board.



Dr Schueller commented:



'The business logic for combining the resources of AIT and Sopheon are
compelling. The acquisition brings together highly complementary businesses,
each of which has proven capacity to help organizations turn knowledge and
information management into a source of competitive strength. We look forward
to continuing our close service relationship with the AIT organization as it
merges with Sopheon, and to taking good advantage of the enriched services and
solutions that will result from this union.'



AIT's staff, together with associated liabilities for pensions and similar
rights, business, know-how, fixed assets, cash reserves and customer base will
be transferred into a newly established company, Sopheon GmbH, prior to
completion. The estimated net assets acquired on completion are set out below.


                                                               DM'000     £'000
Cash                                                           11,400     3,508
Fixed Assets                                                      975       300
Pension and similar employee liabilities                      (2,800)     (862)


Net Assets                                                      9,575     2,946





Sopheon will issue 3,471,191 ordinary shares of 5p each as consideration for
Sopheon GmbH and the additional cash, giving an effective price per ordinary
share of 85p.



The transaction is subject to earn-out arrangements equivalent to 50% of the
profit before tax of Sopheon GmbH in each of 2001, 2002 and 2003, up to an
overall maximum of DM 3.4 million (£1.04 million) being payable in the form of
Sopheon ordinary shares. The number of shares to be issued in respect of each
year will be based on the share price at the time Sopheon's annual report is
issued in respect of that year.



As a former division AIT has not published stand-alone accounts in the past.
Management reports indicate fairly consistent annual revenues of approximately
DM 19.5 million (£6 million) and profit before tax of approximately DM 0.8
million (£0.25m) even though investment in sales and marketing activities has
been limited. Business development will be a key focus for short and medium
term efforts in order to more rapidly develop the customer base and penetrate
the German market with Sopheon's products and services.  In addition to
funding this investment, the working capital raised in the transaction
contributes to the process of strengthening Sopheon's balance sheet, initiated
with our recently announced £2.6m convertible loan subscribed to by management
and external investors.



On completion, Aventis Research & Technologies is expected to hold 8.24% of
Sopheon's issued share capital. Application will be made for the new ordinary
shares to be admitted to trading on the Alternative Investment Market of the
London Stock Exchange. All shares issued under the transaction are subject to
a lock in period of 12 months.



Barry Mence, Chairman of Sopheon commented:



'The acquisition of AIT adds to Sopheon's critical mass in Life Sciences and
within Europe, giving us operational bases in the UK, Germany and the
Netherlands as well as the USA.  We also look forward to welcoming Aventis
Research & Technologies, part of the world leading pharmaceuticals and agro
group, as a shareholder and business partner and are particularly pleased that
Dr Schueller will be on our German board. In addition, together with the
recent issue of convertible loan stock, Sopheon's balance sheet has
strengthened significantly with cash reserves improving by over £6 million.'


                                     Ends

For further information contact :


Barry Mence, Chairman  Sopheon plc                Tel : + 44 (0) 1483-883000
Arif Karimjee, CFO     Sopheon plc                Tel : + 44 (0) 1483-883000
Steve Liebmann         Buchanan Communications    Tel : + 44 (0) 20-7466-5000
Barbara Jansen         Citigate First Financial   Tel : + 31 (0) 205-754-080